대표이사의 전단적 대표행위에 대한 회사의 책임을 인정하기 위한 요건

Abstract

Since the Commercial Act does not provide any explicit provisions regarding the effect of a forward-looking representative act, a conflict of interest arises between the company and the counterparty depending on whether such representative act is valid or not. In other words, if the judicial effect of the forward-looking representation is denied, the transaction on behalf of the company becomes invalid and the counter- party suffers unexpected damage. may see Therefore, it is necessary to prepare a standard to determine the effectiveness of a front-end repre- sentative act. Theories and precedents judge its effectiveness according to the level of awareness of the counterparty about the absence of a resolution at the board of directors or general shareholders' meeting. Therefore, in this paper, we classify the representative acts of the representative director by type, examine whether the judicial effect of the transaction is recognized, and examine the degree of recognition of the counterparty as a criterion for determining the validity of the representative act. After analyzing the position of precedents, reasonable standards were presented to resolve the problem of conflicts of interest between the company and the counterparty. In addition, as a type of issue that raises the question of attribution of the judicial effect of representative acts, we compare and analyze the effects of the CEO's 'abuse of representation' and the company and the director's 'self- transaction', and determine whether their judicial effect is recognized or not. By examining the differences in the degree of recognition of the other party making the decision, an equitable solution was proposed that can ultimately resolve the problem of conflicts of interest between the parties to the transaction due to defective or flawed representation.